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1 E & A LIMITED EXECUTIVE CHAIRMAN S ADDRESS Good afternoon ladies and gentlemen. My name is Stephen Young and as Executive Chairman of your company, it is my pleasure to welcome you to the 2011 Annual General Meeting of E & A Limited. The Company Secretary has advised me that we have complied with the relevant requirements for convening this meeting, and that a quorum is present. I therefore declare the meeting open. Let me begin by introducing the other members of the Board: Mr Mark Vartuli, Executive Director; Mr Michael Abbott, Non-Executive Director; Mr David Klingberg, Non-Executive Director; and Mr Michael Terlet, Non-Executive Director. Later in the meeting, I will recommend the re-election of David Klingberg. Details of David s extensive experience, together with that of your other Directors, were included in the Annual Report. E&A Limited ABN Level King William Street Adelaide South Australia 5000 Telephone: (08)

2 Executive Chairman s Address 2 24 November 2011 I would also like to introduce: Mr Mark Seatree, Company Secretary; Mr Derek Meates from KPMG, the company s auditors, who are present to answer any questions relevant to the conduct of the audit, the audit report and the Company s accounting policies for the 2011 financial year; and Ms Loretta Reynolds from Thomsons, our lawyers. As the notice convening this meeting was sent to all shareholders on the E & A Limited register in accordance with the Company s Constitution, I intend to take the Notice of Meeting as read. The annual accounts of E & A Limited and its controlled entities together with the reports of the directors and auditors for the year ended 30 June 2011 have been published and distributed to shareholders. Before moving to the resolutions contained in the Notice of Meeting, I would like to comment on: The performance of E & A Limited over the last financial year; The last few years in perspective and outlook for E&A Limited; The performance of E & A Limited for the first quarter of this year; and Operations update.

3 Executive Chairman s Address 3 24 November 2011 THE 2011 FINANCIAL YEAR IN REVIEW On behalf of the E&A Limited Board of Directors, I report the Company s operating results for the 12 month period ended 30 June E&A Limited achieved consolidated revenue (including other income) of $145.2 million which represented a 9% decrease on the previous year s consolidated revenue. E&A Limited achieved underlying earnings before interest and tax (EBIT) of $8.895 million, a growth of 46% on the prior year s underlying EBIT of $6.075 million. The improved profitability was a direct consequence of an increase in operating margins achieved from 18.2% to 20.4%. This trend has continued and in the first quarter of FY12 where the EAL Group s gross margin improved to 22.4%. The reported statutory net profit after tax (NPAT) was $1.634 million compared to the previous year s NPAT result of $2.504 million. The difference between the reported statutory NPAT and the underlying NPAT of $3.869 million is a result of: the provisioning of $0.662 million after tax, raised on account of the AE&E Australia bad debt; and unrecoverable costs incurred in relation to prolongation claims and adverse weather experienced on the Snapper and Honeymoon projects of $1.573 million after tax. E&A Limited generated strong second half cash flow from operations of $6.8 million (an effective $11.0 million turnaround on the first half performance) before payment of interest and tax and $4.6 million after interest and tax. For the full year this resulted in cash flow from operations of $2.6 million before payment of interest and tax and a utilisation of $1.5 million after interest and tax.

4 Executive Chairman s Address 4 24 November 2011 The annual cash flow results were impacted as a consequence of delays associated with collecting outstanding debtor insurance proceeds associated with Ottoway s largest client entering administration (AE&E Australia). The cash flow was also impacted by the unrecovered costs associated with our scope variations and unresolved claims arising from unprecedented inclement weather on the Honeymoon and Snapper projects. An update on the status of these matters is provided later in this Address. E&A Limited had a net debt position of $28.6 million which was an increase of $3.9 million from 30 June The increase in E&A Limited s borrowings was a direct consequence of the insolvency of AE&E Australia and the delay in the resolution of the disputed claims on the Honeymoon and Snapper Projects. As at 30 June 2011 cash on hand was $0.9 million. E&A Limited has renewed its banking facilities with its major financier FINANCIAL YEAR EARNINGS CONTRIBUTION BY SEGMENT The E&A Limited business is reported in four segments: Heavy Mechanical & Electrical Engineering; Water & Fluid Solutions; Maintenance Engineering & Plant Construction; and Investment and Corporate Advisory. An overview of the contribution provided by each segment in FY11 is as follows: Heavy Mechanical and Electrical Engineering This segment comprises the Ottoway Engineering Pty Ltd (Ottoway), ICE Engineering & Construction Pty Ltd (ICE) and E&A Contractors Pty Ltd (EAC) businesses.

5 Executive Chairman s Address 5 24 November 2011 Notwithstanding a reduction in revenue during FY11 to $106.4 million, the Heavy Mechanical and Electrical Engineering segment delivered an EBIT of $7.8 million a significant improvement in underlying operating earnings which represents a growth of 111% compared to the prior year. The reported operating results for FY11 were impacted by the provision of $0.95 million before tax raised on account of the AE&E Australia bad debt and unrecoverable costs of $2.25 million before tax incurred in relation to prolongation claims and adverse weather experienced on the Snapper and Honeymoon projects. The performance and outlook for EAC has significantly improved and returned to profitable trading during the last quarter of FY11 and this positive momentum has been carried forward into FY12. Water and Fluid Solutions This segment comprises the Fabtech (SA) Pty Ltd (Fabtech) and Blucher (Australia) Pty Ltd (Blucher) businesses. The Water & Fluid Solutions segment generated a revenue of $24.2 million which represented a reduction in revenue of 12% compared to the prior year, with an EBIT of $0.5 million which represented a reduction in operating earnings of 79% when compared to the prior year. Fabtech s full year performance was materially lower than the prior year. A significant portion of Fabtech s revenue was generated in South Eastern Queensland which experienced significant flooding and wet weather during the course of the year. The floods significantly impacted on productivity and also the volume of work completed by Fabtech during FY11. Fabtech returned to profitable trading during the first quarter of this financial year.

6 Executive Chairman s Address 6 24 November 2011 Blucher made a similar contribution to revenue and operating earnings in FY11 compared to that of the prior year. Maintenance Engineering and Plant Construction This segment comprises the Heavymech Pty Ltd (Heavymech) and Quarry & Mining Manufacture Pty Ltd (QMM) businesses. The Maintenance Engineering & Plant Construction segment generated revenue of $19.8 million which represents revenue growth of 22.6%, however operating EBIT was $0.9 million which represented a 16.3% decrease when compared to the prior year. During the year Heavymech established a workshop in Whyalla in order to service its Iron Triangle customers and to increase its on site shutdown capacity. Heavymech experienced solid revenue and profit growth during FY11. Its revenue remains closely linked to the level of activity in the broader industrial, construction, mining, water and power generation markets. QMM experienced solid growth in turnover during FY11 which was primarily due to an increase in workshop activity and plant construction work undertaken in the Queensland market. In addition, QMM experienced growth in its provision of off-site mining shutdown maintenance services. Workshop activity in Queensland was strong as a consequence of completing a number of significant materials handling projects within the concrete industry. Notwithstanding the successful completion of these projects, most notably a concrete batching plant for Boral, the gross margin generated from this work was below expectations which adversely affected the EBIT of this segment.

7 Executive Chairman s Address 7 24 November 2011 Furthermore, plant construction activity in South Australia was more subdued during FY11, however, QMM has continued to service the repairs and maintenance requirements of its major customers, including Holcim, Boral, Humes, Jeffries and IWS. On 1 July 2011 QMM established a new Mine Maintenance Division which will focus on providing shut down maintenance services to its three largest customers BHP Billiton, OZ Minerals and ERA. This division made a significant contribution during 2011 which we expect to continue this year. Investment and Corporate Advisory This segment comprises the Equity & Advisory Ltd (Equity & Advisory) business and corporate head office costs associated with E&A Limited. The Investment & Corporate Advisory segment revenue of $3.4 million decreased compared to the prior year by 10.63% due primarily as a consequence of the Corporate Advisory business unit continuing to remain flat throughout FY11 for merger and acquisition activities as well as a reduction in management charges to EAL subsidiaries. Consistent with the prior year the corporate advisory team was principally engaged supporting the EAL subsidiaries. The corporate advisory team has spent considerable time improving the operating and information reporting systems across the operating subsidiaries. The team s internal focus on E&A Limited Group operating subsidiaries, which when combined with the relatively flat market conditions for merger and acquisition activities, has resulted in an overall decline in revenue. Earnings results for FY11 improved compared to the previous year as a consequence of certain costs such as insurance being charged directly to the operating entities as well as an improvement in fee recovery generated by the corporate advisory business.

8 Executive Chairman s Address 8 24 November 2011 E&A LIMITED THE LAST FOUR YEARS IN PERSPECTIVE AND OUTLOOK The journey for management and shareholders since listing in December 2007 has been challenging and whilst a great deal has been achieved, the Company s share price performance is reflective of the following: E&A Limited s poor financial results for 2009, 2010 and 2011; Uncertainty associated with the three legacy issues namely the AE&E Australia insurance claim and the outstanding claims for work undertaken at the Honeymoon and Snapper mine sites; Suspension of dividends last year; Volatility and consequential uncertainty associated with global debt and equity markets; and Lower than expected mining and resources capital investment expenditure in South Australia. In the year following the successful initial public offering, E&A Limited acquired Blucher Australia Pty Ltd and Quarry & Mining Manufacture Pty Ltd. Subsequently, in 2009 E&A Limited acquired ICE Engineering & Construction Pty Ltd. These acquisitions have all contributed to the overall capacity of the E&A Limited Group. E&A Limited is now comprised of seven specialty contracting businesses and the corporate advisory business which supports the group subsidiaries. These speciality contracting businesses operate independently in keeping with their core competence. However, from time to time, as clients require one or more of the businesses contract collectively and they share uniform management systems. As previously advised to shareholders, E&A Limited subsidiaries managed their way through the global financial crisis by cutting margins in order to grow business turnover so as to preserve their business relationships, senior executive teams, trade skills and generate sufficient cash flow to meet the Group s debt servicing commitments.

9 Executive Chairman s Address 9 24 November 2011 Specifically, the historical gross margin of 28% was cut to 18% and the businesses were forced to look further afield for work opportunities. As previously reported, E&A Limited gross margins have improved to 22% and we expect to maintain this level of profitability at a minimum. Whilst E&A Limited was able to continue its growth during 2009 and 2010, the degree to which South Australia is on the wrong side of the two speed economy has not been well understood by either most South Australians or business analysts. We have previously advised shareholders that ABARE forecast major mining and energy projects with a project value of $173.5 billion committed or due to commence across Australia within the six month period from April 2011 to October Interestingly $109 billion of these contracts had commenced or were forecast to commence in Western Australia and a further $49 billion in Queensland. By way of contrast, only $425 million of these contracts were underway or due to commence in South Australia. Accordingly, mining construction companies were expecting 250 times as much work in Western Australia or 115 times as much work in Queensland than in South Australia. These forecasts hopefully give some perspective to the performance of our peers who operate principally in Western Australia and Queensland and more importantly indicates how critical the proposed $27 billion expansion of Olympic Dam is to the State of South Australia. If the BHP Billiton Olympic Dam expansion is staged, as is expected over a 10 year period, it is likely to account for a tenfold increase in mining construction activity year on year basis for the next decade. Furthermore, the Advertiser reported in the SA Business Journal on Tuesday this week, that an expected $35 billion of capital spending is planned for South Australia s resources sector over the next 10 years excluding the planned expansion of Olympic Dam. Approximately one quarter of the $35 billion planned investment relates to water infrastructure and another quarter to power infrastructure, according to draft findings

10 Executive Chairman s Address November 2011 of a report prepared for the Resources and Energy Infrastructure Council by engineering firm Parsons Brinckerhoff. In response to the opportunities interstate and the need to generate revenue to sustain our businesses, E&A Limited subsidiaries have geographically diversified their operations as is evidenced by the fact that 48% of FY11 revenue was generated outside of South Australia. Notwithstanding this strategic geographic expansion, E&A Limited subsidiaries have remained focused on meeting BHP Billiton s safety, quality and service expectations. As a consequence, five of our subsidiaries namely E&A Contractors, Ottoway Engineering, ICE Engineering & Construction, Fabtech and QMM all work directly for BHP Billiton and presently have personnel working at Olympic Dam. Furthermore, both E&A Contractors and ICE Engineering & Construction have established offices in Roxby Downs. In my opinion the businesses which comprise E&A Limited have grown significantly in terms of management experience, competence and capacity over the last four years. Specifically, the businesses have developed and implemented safety, quality, human resources, industrial relations, project management and management accounting systems which are far more robust than those which existed in As a consequence the subsidiaries have established a number of long term client relationships which should continue to grow over the years to come. As a matter of interest in 2007 I anticipated the sinking of the Olympic Dam open pit would start within two years. Now some four years later I have the same expectation. However the future of the E&A Limited subsidiaries is not solely dependent upon the expansion of Olympic Dam. As mentioned earlier, there are a number of other major projects forecast for South Australia and the E&A Limited subsidiaries collectively doubled their turnover since 2007 by establishing significant operations both in Western Australia and Queensland.

11 Executive Chairman s Address November 2011 In Western Australia, Ottoway has undertaken the construction of Sino Iron s 460 megawatt combined cycle power station. In this regard I encourage you to visit Sino Iron s website in order to gain an appreciation both of the size of the power plant and the magnitude of the overall Sino Iron project. More recently ICE Engineering & Construction has won further work in Western Australia having successfully completed a number of projects over the last 18 months. In Queensland, E&A Limited has established an office in Dalby which is shared by Ottoway and Fabtech. This office and workshop is central to much of the coal seam gas upstream development. This office in Queensland complements other subsidiaries workshops in Mt Isa and Brendale, which is an outer suburb of Brisbane. Not only has E&A Limited diversified geographically but it has also built its industry knowledge and capacity so as to service the requirements of the mining, defence, water and energy industries. In this regard, E&A Contractors and Ottoway are now established as preferred contractors to Australian Submarine Corporation (ASC) for the Air Warfare Destroyer (AWD) program. Recently both E&A Contractors and Ottoway have been awarded additional work by ASC for the AWD program which is expected to continue for at least three more years. Finally in the water industry, Fabtech is developing a reputation as Australia s preeminent geomembrane installer. Fabtech is the only geomembrane installer with a general services contract with Santos and has commenced a 350,000 square metre dam for Queensland Gas. Specifically, Fabtech have worked directly for each of the four major coal seam gas producers namely, Origin ConocoPhillips (APLNG), Queensland Gas (QCLNG), Santos (GLNG) and Arrow. There have been significant delays in both the planning and gaining of the necessary regulatory approvals for these projects, however a number of Australia s tier one contractors have recently called for tenders to support the upstream development requirements which are scheduled to commence

12 Executive Chairman s Address November 2011 early in Accordingly, E&A Limited expects significant growth in activity across the coal seam sector over the next 12 months. Fabtech, Ottoway and Blucher are all well positioned to benefit from this increased activity. Blucher has been specified for certain aspects of the APLNG plant and has already commenced supply. Similarly, Ottoway has been retained by Transfield to undertake certain Coal Seam Gas work and is waiting on the outcome of a number of tenders for further pipe work in the Queensland LNG sector. In South Australia, Ottoway, Fabtech, E&A Contractors and Heavymech have all been involved in the different aspects of the construction of Adelaide s desalination facility and the associated transfer pipelines. In conclusion I have sought to convey my view that E&A Limited has a greater competence and capacity now than it had in 2007 and that it is well positioned to take advantage of the strong outlook we expect as a result of increased activity in the mining construction sector, defence sector and the water industry. SAFETY & OUR PEOPLE The Group now employs approximately 700 employees, including senior executives, line managers, supervisors, skilled tradesmen, labourers and apprentices. E&A Limited considers its most valued asset to be its people. As a consequence of the forecast increase in mining and construction activity in Australia, E&A Limited anticipates the recruitment of additional skilled labour will be difficult. In response to this, E&A Limited subsidiaries have been using its workshops to recruit and train apprentices and recruit migrant labour from the Philippines under Australia s 457 skilled labour visa program. E&A Limited anticipates this strategy will

13 Executive Chairman s Address November 2011 assist its subsidiaries meet the labour requirements associated with the forecast increase in activity levels. The Board s focus on strengthening the Group s internal leadership and management capacity to create value for its stakeholders is a continuing and evolving process. E&A Limited remains committed to improving its human resources systems in order to facilitate the development of leadership and management capacity within the E&A Limited Group to ensure that it has motivated executives who possess the necessary skills to deliver against the board s expectations for safe work, excellent products and services and profitable growth. The safety of its people continues to be E&A Limited s primary objective and Zero Harm is a key performance measure for all of its operating subsidiaries. Management is committed to maintaining an outstanding record for safe work by building on its embedded culture for safe work thinking and work practice with a view to protecting both its people and those who work alongside them. E&A Limited s subsidiaries have recently achieved the following significant milestones: ICE completed its fourth year without a Lost Time Injury (LTI) and has worked more than 644,000 hours on site without a LTI claim. One of ICE s employees, Mark Murray, recently received BHP Billiton s Safety Award; Fabtech has completed more than two and half years without an LTI and has now worked more than 220,000 hours. Recently Fabtech secured AS/NZS 4801 Workplace Health & Safety Accreditation; Ottoway has completed twelve months without a LTI and has now worked more than 469,000 hours in the workshop and on site without a LTI; and E&A Contractors has completed twelve months without a LTI and has now worked more than 177,000 hours in the workshop and on site without a LTI. The other subsidiaries, who have smaller numbers of employees, all improved their safety records.

14 Executive Chairman s Address November 2011 FY12 FIRST QUARTER TRADING RESULT E&A Limited is pleased to advise its positive fourth quarter FY11 trading result and momentum has continued into the first quarter of FY12. E&A Limited delivered first quarter FY12 revenue of $39.8 million and achieved an EBIT contribution of $2.6 million based on unaudited management accounts. The reported NPAT result of $1.2 million represents a significant improvement on the first quarter result in FY11. A major contributor to the improved performance has been the return to profitable trading of E&A Contractors and Fabtech. The value of tenders under consideration for E&A Limited s operating subsidiaries are stronger than those for the previous corresponding period and the outlook remains encouraging. OPERATIONS UPDATE Heavy Mechanical & Electrical Engineering The demand for Ottoway s specialised pipe spooling services continues to improve with the increased activity in the mining, oil & gas and defence sectors. Ottoway has recently increased its workforce in order to support ASC with the Air Warfare Destroyer Program. ICE s Growth Division has recently secured a number of major contracts (Kermans Sino Iron, Wonawinta Silver Mine) and has significant work in hand. Tendering activity is also at record levels for both of ICE s operating divisions and management are confident of achieving revenue growth in FY12.

15 Executive Chairman s Address November 2011 During the past twelve months the Growth Division of ICE has established offices in Adelaide and Roxby Downs and recruited a permanent supervisory team in Western Australia in order to better position ICE for growth. In addition, significant resources have been invested to improve and strengthen the senior management personnel and operating systems of the business. E&A Contractors significant workshop capacity located in Whyalla remains wellpositioned for shop fabrication work required for the Iron Triangle region. As a consequence of their capital development programs, E&A Contractors established relationships with OneSteel, BHP Billiton, ASC Shipbuilding and Cavpower are all generating increased work levels. AE&E Australia - Trade Credit Insurance Claim Update AE&E Australia has now been formally placed into liquidation which triggers Ottoway s entitlement to receipt proceeds under its insurance policy. The receipt of the proceeds was delayed due to AE&E Australia remaining in Administration for an extended period of time whilst the Company completed outstanding works in relation to a contract for the WR Carpenter No 1 Pty Ltd project in Worsley Western Australia. During October, Ottoway s insurer made an interim payment to Ottoway on account of its claim for an amount of $1.0 million. Management recently received an increased offer from its insurers and remains hopeful of finalising its claim and collecting the remaining balance of insurance proceeds to which it considers Ottoway is entitled prior to 31 December Honeymoon & Snapper Project Update Ottoway and ICE have significant variation and extension of time claims under negotiation with the respective principals on both the Honeymoon Uranium Extraction and the Snapper Wet Concentrator projects.

16 Executive Chairman s Address November 2011 Contract negotiations in relation to resolving these disputes continue to progress and management expect to settle these claims during the course of FY12, which will result in a significant improvement in the cash and balance sheet strength of E&A limited. Bemax and Ottoway have agreed to refer the Snapper matter to arbitration. Ottoway expects arbitration to commence in the first quarter of Calendar Year Contract negotiations are continuing between Uranium One and Ottoway in respect of the Honeymoon matter. A global settlement offer has been made by Uranium One which is less than the entitlement sought by Ottoway. Ausenco has requested on behalf of Uranium One that Ottoway provide further evidence in support of its claim. Ottoway has engaged a project scheduler and a construction litigation expert to compile all of the information necessary to support its claim. In the event these negotiations are not successful this matter will go to arbitration or possibly litigation. Maintenance Engineering & Plant Construction The rebuilding of Queensland infrastructure following the recent floods and cyclone is anticipated to provide plant construction and upgrade opportunities throughout FY12 as will the expected demand for road materials associated with the increased infrastructure requirements of both the Queensland LNG projects and the coal industry. A number of plant upgrade opportunities currently exist in South Australia, which are expected to improve turnover and earnings for FY12. The recently established mine maintenance division is undertaking increased levels of shut down work with BHP Billiton and OZ Minerals.

17 Executive Chairman s Address November 2011 Water & Fluid Solutions The anticipated growth in the coal seam gas sector in South East Queensland is expected to translate into unprecedented growth in the geomembrane industry. Both the quantum of work secured and the tender activity for future projects continues to grow. Recently Fabtech completed a large landfill project at Cairns which involved installing a 150,000 square metre capping to an established landfill. Fabtech has also commenced a trial with one of its major clients to test the effectiveness of a geomembrane solar evaporator which it has developed under licence. If the trial is successful, it is anticipated a number of these units will be sold to companies who have a water management requirements that are best addressed by cost effective solar evaporation. Similarly for Blucher, the coal seam gas sector in South Queensland is expected to provide significant opportunities for Blucher to provide compressed air, potable water and instrumental air solutions. Dividends The Directors have resolved to defer consideration of any final dividend until such time as the proceeds from both the insurance claim, and at least one of the variation and extension of time claims, has been received. The directors are confident that E&A Limited will return to paying dividends during FY12.

18 Executive Chairman s Address November 2011 SUMMARY The demand and outlook for E&A Limited s specialty engineering services continues to improve. E&A Limited s businesses are strategically well-positioned to capitalise on the capital investment cycle for mining, oil & gas, energy, defence and water industries expected to eventuate over the coming years both in South Australia and also on a national basis. E&A Limited subsidiaries are currently working either directly or indirectly on a number of the 94 mining and energy projects reported by ABARE, with both the level of inquiry and the size of tenders being submitted increasing. The expected expansion of Olympic Dam will provide significant business opportunities for the majority E&A Limited subsidiaries. The Directors continue to evaluate a number of further strategic acquisition opportunities and remain committed to building shareholder value through delivering a blend of organic and acquisition growth. E&A Limited entered FY12 with positive momentum off the back of a strong last quarter performance and strong first quarter trading result. E&A Limited is committed to taking full advantage of the expanding business opportunities over the coming years for its shareholders. It is confident of delivering an improved earnings performance for FY12. I would also like to take this opportunity to thank the Group Managing Directors and Chief Executives, their support teams and all our employees for their outstanding efforts over the last year. Finally, I would like to thank my Board colleagues for their guidance, direction and support which has been critical to our continued development.

19 Executive Chairman s Address November 2011 Prior to moving on to the formal business of today s meeting, including the consideration of the 2011 Annual Report, I invite questions on my address.